1. Terms of Service
   Please read these terms and conditions (T&C) carefully. The T&C describe the rights and obligations of the National Association of Boards of Pharmacy® and its affiliate National Association of Boards of Pharmacy Foundation® (collectively NABP®) and the pharmacy organization requesting or receiving NABP Verified Pharmacy Program® (VPP®) services (Pharmacy). Current program requirements for VPP, which may be updated from time to time at NABP’s sole discretion, are posted on the NABP website, www.nabp.pharmacy, and are hereby incorporated by reference into the T&C. NABP and the Pharmacy are each a “Party” and collectively are “Parties.” By paying required fees or requesting or receiving VPP information sharing or inspection services (Services), including creating or maintaining a facility e-Profile, and other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, Pharmacy agrees to comply with these T&C.
2. VPP and Services
   1. Application and Inspection
      1. Pharmacy represents that the information it provides to NABP pursuant to the T&C and VPP, including the e-Profile, is accurate, truthful, current, and complete to the best of Pharmacy’s knowledge.
      2. Pharmacy agrees to notify NABP of any material changes to the application information provided to NABP, via the NABP-designated form, including, but not limited to, change in facility location, change in facility name, change in pharmacist-in-charge, change in ownership, change critical equipment (particularly equipment used in sterile compounding), or significant remodeling, disciplinary action, change in compounding volume or customer base, etc.
      3. The current requirements for the VPP inspection process are described on the NABP website, currently www.nabp.pharmacy.  Pharmacy agrees that, following a VPP inspection, if Pharmacy changes its facility location, pharmacist-in-charge, ownership, critical equipment (particularly equipment used in sterile compounding), compounding volume or customer base, or if Pharmacy significantly remodels its facility, or is the subject of a significant disciplinary action by a pharmacy regulatory agency or governmental authority, NABP may decide, in its sole reasonable discretion, that a new inspection must be performed, in which case it will be at the Pharmacy’s expense. If the VPP inspection is a no-cost New York State pharmacy inspection it may not be available to any other state through NABP.
      4. Pharmacy authorizes release of any and all information to NABP and its contractors from federal, state, provincial, or local regulatory agencies in each state or jurisdiction where Pharmacy does business, or seeks to do business, for the purpose of verifying information regarding the Pharmacy, its application, and/or evaluating any noncompliance with the T&C, applicable laws, or disciplinary actions involving the Pharmacy or any person or entity associated with the Pharmacy or its affiliates.
      5. Pharmacy authorizes NABP to release to applicable regulatory agencies information NABP receives or obtains related to Pharmacy’s e-Profile data and application, when such information leads NABP to believe in good faith that Pharmacy or its staff are engaging in or engaged in conduct that violates state, federal, national, or regional laws or regulations that endanger the public health.
      6. Pharmacy agrees to respond to NABP requests for clarification or information about the VPP application within 30 days of the request, or such other period of time agreed to in writing by the Parties. If NABP does not timely receive a response, NABP will notify Pharmacy in writing of the closure of its VPP application. NABP’s decision to close Pharmacy’s VPP application is final and NABP will not reconsider its decision. If Pharmacy reapplies, it must pay the then applicable fee and respond to the NABP requests for clarification or information in connection with the Pharmacy’s previous application.
      7. NABP will close a VPP application in cases where Pharmacy is currently subject to one or more serious healthcare-related disciplinary or criminal proceedings or regulatory or law enforcement investigations including, without limitation, product or document seizures. Any refunds will be issued in accordance with its refund policy posted on the NABP website. If NABP closes Pharmacy’s VPP application, NABP will not accept a new application from Pharmacy until all disciplinary, criminal, and investigatory matters described herein are concluded.
      8. Pharmacy may request to place on hold Pharmacy’s VPP application or inspection at Pharmacy’s expense for a period of not more than six months. Any fees for the application hold are published on the NABP website. If Pharmacy’s VPP application is placed on hold at Pharmacy’s request, Pharmacy agrees that a refund will not be issued.
      9.  If Pharmacy requests that NABP cancel or withdraw Pharmacy’s VPP application, costs that NABP incurs prior to such request, including without limitation administrative, travel, and staff costs, will be deducted from any refund that NABP issues. Requests to cancel or withdraw an application must be submitted in writing to vpp@nabp.pharmacy and are considered by NABP on a case-by-case basis. The current NABP VPP refund policy is posted on the NABP website.
      10. NABP will perform an inspection in a timely manner following receipt of a completed VPP application.
   2. e-Profile
      1. Pharmacy agrees to create, regularly review, update, and maintain its e-Profile.
      2. When creating the e-Profile, information fields that are designated as “optional” may, in the future, be required in order for NABP to provide certain Services that you request. If additional information is required to provide these Services, it will be requested at that time.
   3. Payment
      Pharmacy shall pay all required fees for Services in US dollars and through the NABP website or other method approved by NABP. Pharmacy will not require NABP to use any vendor registration, invoicing, or purchase order system or similar process for any purpose under the T&C. Pharmacy agrees that the submission of any invoice or the receipt of any payment under the T&C shall not be conditioned upon NABP accepting terms or conditions that are not already set forth in the T&C. Pharmacy shall not impose any fees upon NABP in connection with any particular method of providing an invoice to the Pharmacy or receiving payment from Pharmacy.
   4. Acknowledgments
      Pharmacy acknowledges that:
      1. Information that Pharmacy provides or has previously provided to NABP or that NABP otherwise acquires or has previously acquired about Pharmacy as part of the Services, including, without limitation, application, inspection, and e-Profile data, may be used by NABP for any purpose, and may be made available at any time and for any reason to regulatory agencies, governmental authorities including, without limitation, Food and Drug Administration (FDA) pursuant to any agreement between a state and FDA or NABP and FDA, and participating third parties from which Pharmacy is seeking certification or accreditation or renewal thereof;
      2. Should it require a more current inspection to renew or obtain a pharmacy license in a particular state, it is the Pharmacy’s responsibility to timely and proactively request an inspection from NABP. In such circumstance, Pharmacy must apply for a new inspection by completing the then applicable VPP application and submitting the then-applicable payment;
      3. The Services are in no way affected or influenced by virtue Pharmacy’s payment of any fees to NABP under the T&C or VPP or Pharmacy’s acceptance of the T&C;
      4. NABP’s acceptance of an application does not constitute a warranty or an endorsement by NABP of Pharmacy or its products, services, or operations, or Pharmacy’s compliance with any law or regulation;
      5. NABP does not provide consultation services pursuant to the T&C or for VPP;
      6. No formal or informal hearing, whether in-person, in writing, or otherwise, is provided through the VPP or the T&C;
      7. NABP provides no guarantees or warranties pursuant to the T&C; and
      8. NABP is not responsible for licensure, regulatory, governmental, or third party accreditation or certification decisions in connection with Pharmacy.
   5. Liability
      1. NABP agrees to indemnify and hold harmless Pharmacy, its employees, agents, contractors, officers, and directors against all third party claims, losses, lawsuits, damages, and expenses, including, without limitation, reasonable attorneys’ fees arising out of any failure on the part of NABP or its employees, agents, contractors, officers, or directors to comply with these T&C.
      2. Pharmacy agrees to indemnify and hold harmless NABP, its employees, agents, contractors, officers, and directors against all third party claims, losses, lawsuits, damages, and expenses, including, without limitation, reasonable attorneys’ fees arising out of a) any failure on the part of Pharmacy 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 Pharmacy or its affiliates; or c) the operations, practice of pharmacy, or business activities of the Pharmacy or any of its affiliates.
      3. WITH THE EXCEPTION OF THE PARTIES’ INDEMNIFICATION OBLIGATIONS DESCRIBED IN THIS SECTION, NEITHER NABP NOR PHARMACY SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE OR DAMAGES FROM LOST PROFITS OR LOST USE IN CONNECTION WITH THE T&C. THE MAXIMUM AGGREGATE LIABILITY OF NABP FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE T&C, REGARDLESS OF THE FORM OR CAUSE OF ACTION, SHALL BE THE TOTAL FEES PAID BY PHARMACY TO NABP FOR VPP SERVICES DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE OF THE FIRST CLAIM.
   6. Contact
      Pharmacy agrees that NABP may send all notices, communications, and notifications under the T&C to the contact e-mail account provided by Pharmacy in its VPP application. Pharmacy agrees to maintain the valid operation of and regularly check this email account for purpose of receiving such notices and complying with the T&C.
   7. Miscellaneous
      1. If there is any conflict between the terms of the  Health Insurance Portability and Accountability Act (HIPAA) Business Associate Agreement (BAA)  and the terms of the T&C regarding protected health information or HIPAA laws or rules, the terms of the BAA control with respect to protected health information or HIPAA law or rules. For all other conflicts, the terms of the T&C control.
      2. Pharmacy represents that the person or entity submitting the VPP application, and all documents in connection with this application, is fully authorized to submit the application and documents and, in submitting the VPP application and documents, hereby binds Pharmacy to the T&C.
      3. NABP and Pharmacy further represent that they are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions of organization, they have full corporate power to conduct their respective business and perform all of their respective obligations under the T&C, and they are operating in compliance with all applicable laws, rules, and regulations.
      4. Pharmacy will notify NABP in writing if Pharmacy, its owners, Pharmacy’s senior management, facility, facility staff, or owners become the subject of an investigation, indictment, prosecution, conviction, or disciplinary order within thirty (30) days of learning of such investigation, indictment, prosecution, conviction, or disciplinary order. Pharmacy is not required to report any investigations that do not constitute public information under local, state, or federal securities laws, rules, or regulations.
      5. The headings contained in the T&C are for the purposes of convenience only and are not intended to define or limit the contents of the provisions contained therein.
      6. The failure of NABP to exercise any of its rights regarding a breach of these T&C shall not be deemed to be a waiver of such rights nor shall the same be deemed to be a waiver of any subsequent breach.
      7. With the exception of any accreditation, e-Advertiser approval, or .Pharmacy agreements between the Parties, the T&C, Statements of Agreement, Attestation and Agreement, and Business Associate Agreement constitute the entire agreement between the Parties relating to the subject matter hereof and supersede all prior and contemporaneous oral and written negotiations, commitments, and understandings of the Parties with respect to the same subject matter.
      8. The T&C are not assignable by Pharmacy without the prior written consent of NABP.
      9. The validity interpretation and performance of the T&C shall be controlled and construed under the laws of the state of Illinois, United States of America without reference to any conflict of laws principles. The courts located in Cook County, IL, United States of America shall have jurisdiction over any dispute regarding the T&C or in connection with NABP’s VPP. All provisions contained in the T&C shall extend to and are binding on Pharmacy and its respective successors and assigns. Pharmacy expressly waives all objections to the choice of law or personal jurisdiction of these courts and shall not contest the choice of law or venue chosen for the hearing of the case.
      10. The provisions of the 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 shall be construed or limited in such a way as to make it enforceable and consistent with the manifest intentions of the Parties. If such construction or limitation is impossible, the unenforceable provision will be stricken, and the remaining provisions of the T&C will remain valid and enforceable.

By submitting the VPP application, Pharmacy hereby accepts and agrees to be bound by the T&C without modification.

Version 5.0; 19Jan2022