MYFLUVACCINE NETWORK PROVIDER AGREEMENT

This MyFluVaccine Network Provider Agreement (the “Agreement”) is made and entered into by and between NuFACTOR, Inc. (the “Network Administrator”), a California corporation and licensed pharmacy which is a wholly owned subsidiary of FFF Enterprises, Inc. (the “Distributor” or “NuFACTOR”) and you (“Provider” or “you”) with reference to the following facts:

RECITALS

• Network Administrator has established an Internet website located at www.myfluvaccine.com (the “Site”)  designed to provide consumers with the opportunity to select a participating health care provider (each individually, a “Participating Provider” and all together, collectively, the “Network”) and make an appointment to have influenza vaccine administered by the selected Participating Provider at the Participating Provider’s location.
• Provider is a hospital, medical group, or other entity which has credentialed practitioners duly licensed to practice medicine or nursing in the State in which the Provider is licensed  (the “Licensing State”) or is a practitioner duly licensed to practice medicine or nursing in the Licensing State (each and all such practitioners referred to herein as the “Authorized Practitioner(s)”.
• Provider wishes to register with Network Administrator to become a Participating Provider of influenza vaccine for consumers accessing the Site in the Licensing State in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises described herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1. Rights and Obligations of Provider
   
   

   1.1 Health Care Services.  Provider, through the Authorized Practitioner(s), will administer influenza vaccine to consumers in the Licensing States who make appointments with Provider through the Site and who Provider or the Authorized Practitioner(s) determine are eligible to have influenza vaccine administered to them.  The parties acknowledge and agree that the determination of whether a consumer is eligible for administration of influenza vaccine can be made only by the Provider and/or the Authorized Practitioner(s) in the independent exercise of their professional judgment.
   
   1.2 Establishment of Appointment Times.  Provider will establish the scheduled appointment times which Network Administrator may make available to consumers on the Site and will promptly provide such information and all changes to such information to Network Administrator as directed on the Provider Registration portion of the Site.  Provider hereby grants Network Administrator the exclusive authority to offer appointments at such times as Provider includes in the schedule.
   
   1.3 Medical Records.  Provider shall prepare and maintain all appropriate records of administration of influenza vaccine to consumers making appointments through the Site consistent with accepted standards of practice in the community and with all applicable state and federal laws and regulations.  Provider will maintain the confidentiality and security of information contained in such medical records in compliance with all applicable state and federal laws and regulations.
   
   1.4 Authorized Practitioners.  Provider has verified that Authorized Practitioner(s) are duly licensed to practice in the Licensing State and in good standing with the licensing authority in the Licensing State and shall immediately notify Network Administrator in the event any Authorized Practitioner(s) is suspended or no longer duly licensed during the term of this Agreement.  In the event of such a suspension or termination of licensure, Provider agrees to cooperate with Network Administrator in good faith to transfer any and all appointments scheduled with the affected Authorized Practitioner to an alternate Authorized Practitioner or Participating Provider as determined by the patient.
   
   1.5 Insurance.  At all times during the term of this Agreement and for a period of three (3) years following termination of this Agreement, Provider shall maintain (i) commercial general liability insurance for bodily injury and damage to property, and (ii) professional malpractice insurance with a retroactive coverage date no later than the date of this Agreement.   
   
   1.6  Reports.  Within ten (10) days following the end of each calendar month, Provider will provide Network Administrator with a list of consumers who have made appointments with Provider through the Site for such calendar month but did not keep the appointments to facilitate care coordination, communication regarding treatment alternatives, and customer service activities by Network Administrator with respect to such consumers.
   
   1.7 Use of Information; Announcements.  Provider shall not cause or permit to be released any publicity, advertisement, news release, public announcement, or denial or confirmation of the same, in whatever form, regarding any aspect or the existence of this Agreement without the prior written approval of Network Administrator.  No party shall use the name, trade name, service marks, trademarks, trade dress or logo of the other party in publicity releases, advertising or similar activities without the prior written consent of the other party.  This provision shall survive termination of this Agreement.
   
   1.8 Hold Harmless.  Provider shall hold harmless and indemnify Network Administrator, Distributor and each of their directors, officers, agents and employees, from and against any and all amounts relating to claims, suits, actions, proceedings, or liabilities of any kind (including reasonable attorney’s fees and expenses associated therewith), or successfully establishing the right to indemnification hereunder, which arise out of or are in any way connected with the failure of Provider to meet its obligations under this Agreement, Provider’s breach of the representations and warranties of Provider in this Agreement and the acts or omissions of Provider or the Authorized Practitioner(s).  Provider shall have no obligation of indemnification hereunder with regard to any amounts that relate solely to Network Administrator or Distributor’s negligence, or reckless or willful conduct.
   
   

2. Representations and Warranties of Provider
   In addition to any representations and warranties expressed in any other provision of this Agreement, Provider hereby represents and warrants the following to Network Administrator:
   
   

   2.1 Organization; Authority.  Provider is authorized to hold itself out to provide flu vaccine administration and related health care services in the Licensing State.  Provider has the [corporate] power and authority to enter into this Agreement, including all current and valid licenses, permits, certifications, registrations or other permissions required in the Licensing State.

   2.2 No Conflicting Agreements.  Provider’s performance of its obligations under this Agreement will not constitute a violation of any contract, agreement, or undertaking between Provider and any person or entity not a party to this Agreement.
   
   
3. Other Agreements of the Parties
   
   3.1 Access to Web Site.  Provider acknowledges and agrees that its access to the Site is governed by the Terms of Service attached as Exhibit A to this Agreement and incorporated herein by this reference.  Provider agrees to require any employee or agent access the site on Provider’s behalf to comply with the requirements of Exhibit A.  Provider further acknowledges and agrees that while Network Administrator would like to make the Site available 100% of the time excepting routine maintenance, availability and performance of the Site is not guaranteed and NETWORK ADMINISTRATOR WILL HAVE NO LIABILITY FOR ANY LOSS OR INTERRUPTION OF THE SITE DUE TO ANY CAUSE OR FOR NO CAUSE.
   
   3.2 Compliance with State and Federal Privacy Laws.  Each Party agrees to comply with all state and federal laws and regulations applicable to its obligations and activities under this Agreement, including, without limitation, those promulgated under HIPAA, regarding the privacy, confidentiality, security, and integrity of health information created, maintained, disclosed, or transmitted in electronic format.
   
   
4. Termination
   
   4.1 Term. This Agreement shall terminate on written notice by Network Administrator to Provider.
   
   4.2 Effect of Termination.  Upon termination of this Agreement, Provider shall continue to be obligated to honor the appointments with Provider made by consumers through the Site and to provide influenza vaccine for such consumers in accordance with the terms and conditions and obligations of Provider set forth in this Agreement, and the parties shall remain liable for all other obligations that arose prior to the effective date of such termination, and such obligations will survive the termination of this Agreement and continue to be governed by the terms of this Agreement.
   
   
5. General Provisions
   
   5.1 Relationship of the Parties.  It is mutually understood that in the performance of their respective duties and obligations hereunder, Provider, Authorized Practitioner(s), and Network Administrator are acting as independent contractors with respect to each other, and nothing herein is intended and nothing shall be construed to create a partnership, joint venture or agency relationship between them.  Network Administrator exercises no direction or control over Provider’s exercise of professional judgment.  Except as otherwise specified herein, Network Administrator has no right to direct the manner in which Provider or any of the Authorized Practitioner(s) fulfills its non-medical obligations and duties under this Agreement.
   
   5.2 Notices.  All notices permitted or required to be provided hereunder shall be in writing and shall be deemed given when addressed to the address for notice set forth below the signature of the party (i) upon personal delivery or (ii) three (3) days after deposit in the U.S. Mail, postage prepaid, return receipt requested, or (iii) one (1) business day after deposit with an overnight courier; or (iv) upon confirmation of transmission of a facsimile or (v) upon transmission of an email to the Contact Email address which Provider supplied in connection with its registration on the Site or to Network Administrator to MFV@nufactor.com.  Either party may change the above information by giving notice to the other party pursuant to this Section 5.2.
   
   5.3 Successors and Assigns; Assignment.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs legal representatives, successors and permitted assigns, if any.  Provider shall not assign or delegate any duties or obligations under this Agreement without the express written consent of Network Administrator, and any assignment or delegation in contravention of this provision shall be null and void and of no force or effect. 
   
   5.4 No Third Party Beneficiaries.  It is  the intention of Provider and Network Administrator that persons who are not parties to this Agreement, including but not limited to any consumers, shall not be third party beneficiaries of the obligations of either party to this Agreement, and no such third parties shall have the right to use this Agreement as a basis to enforce any such obligations.
   
   5.5 Amendments; No Waiver.  No modification or amendment of this Agreement will be effective unless it is in writing signed by the parties.  Any waiver of any terms and conditions hereof must be in writing and signed by the parties.  The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other terms and conditions of this Agreement.
   
   5.6 Governing Law.  The validity, interpretation and performance of this Agreement and the legal relationships of the parties to this Agreement shall be governed by and construed in accordance with the laws of the State of California.
   
   5.7 Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be accepted as  an original, and all of which shall be deemed to be one and the same Agreement.
   
   5.8 Entire Agreement.  This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, of the parties with respect to the subject matter hereof.

 

Agreement to Conduct Transactions Electronically

You agree that until termination of this Agreement, (a) all transactions for or regarding the Flu Vaccine Services may be conducted electronically and (b) communications of any nature with you or your agents may be sent to any electronic address that you (or an agent) provide to us, unless you and NuFACTOR both agree in a record that certain of your addresses will only be used for certain kinds of communications. For purposes of this Agreement, a “Transaction” includes, but is not limited to any action, communication, provision of information, or authorization now or at a later time that relates to your use of or activity on the Flu Vaccine Site. If you do not wish to deal with us electronically, do not enter into this Agreement or terminate. Termination will not affect acts or obligations taken or incurred before termination. If applicable law, now or later, requires us to communicate with you non-electronically, we reserve the right to charge a lawful fee for doing so. We also reserve the right to provide all or any part of our services non-electronically. If we do that, those services will still be governed by this Agreement (unless you enter into a different agreement on a form provided by us).

Flu Vaccine Terms of Service

General Definitions. Except when specifically defined elsewhere in the context in which it appears, each word used in these Terms of Service is defined as follows:

• “Affiliate” means an entity that contributes products or services for the Flu Vaccine Site. Affiliates are not considered “Third Parties” (defined below) under these Terms of Service. NuFACTOR is not an Affiliate.
• “Cookies” means small amounts of information passed between a web site and a web browser that allow a user’s browser to “remember” that specific information later during visits to that web site, and that the web server can later retrieve.
• “Flu Vaccine Site” or “Site” means that particular website located at http://www.MyFluVaccine.com (or its successor, as determined by NuFACTOR), which contains or provides links to a broad aggregation of Internet-based properties that are directed to providing billing and tracking information for customers and distributors.
• “Non-Personally Identifiable Information” means any Personal Information that cannot, by itself, be associated with any particular individual.
• “Personal Health Information” means personal information when combined with (or that includes) any information on a person’s health or medical status.
• “Personal Information” is any information that may be used to identify or contact an individual person.
• “Product” is any pharmaceutical or biologic made available for purchase on the Site.
• “Services” means any web page, frame, or other feature of the Flu Vaccine Site accessible by end users, the collection of information regarding flu vaccine administration and consumers, and all activities undertaken by NuFACTOR relating to the fulfillment of orders, procurement and delivery of Products, or taking of reservations for Products.
• “Third Party” means any individual or entity other than NuFACTOR and You, including any entity that collaborates with NuFACTOR with regard to the Flu Vaccine Site.
• “Transaction” has the same meaning as that word defined in the Agreement to Conduct Transactions Electronically.
• “We” and “us” refer to NuFACTOR, Inc.
• “You” means you personally as an individual and the physician practice, hospital, clinic or other provider that you identify during registration and on whose behalf you are authorized to enter into a legally binding agreement to purchase Products.

Grant of Access. Subject to your acceptance of these Terms of Service, NuFACTOR grants to you, a personal, nontransferable, revocable, non-exclusive right and license to access, perform, display and use the Flu Vaccine Site in connection with commercial activities on a single computer or computer network, provided that you do not (and do not allow another person) to reverse-engineer, disassemble, de-compile, reproduce, transcribe, store in a retrieval system, translate into any language or computer language, retransmit in any form or by any means (electronic, mechanical, photo-reproduction, recordation or otherwise), sublicense, resell, redistribute or otherwise transfer any right in the Flu Vaccine Site without the prior written consent of NuFACTOR, except that you may reproduce limited excerpts of the information available to you via the Flu Vaccine Site for customer use, provided that each such copy contains a copyright notice as follows:

© Copyright 2007 FFF Enterprises, Inc. 41093 County Center Drive, Temecula, CA 92591. All rights reserved.

Availability. You may access the Flu Vaccine Site whenever it is available to others. NuFACTOR would like to make it available 24 hours a day, 7 days a week (less downtime for maintenance, etc.) but cannot guarantee that it will actually be available. Accordingly, you should take your own precautions, such as maintaining a paper record of your Transactions and the terms that apply to your Transactions on this Site.

Policies. Transactions on this Site are governed by our policies, including without limitation, our Privacy Policy and Product Purchase Terms, each of which is incorporated herein by this reference.

Access Administration. You agree to be responsible for the administration of access to the Flu Vaccine Site in accordance with these Terms of Service. For the purposes of all information provided to and activities conducted within the Flu Vaccine Site, you agree that all actions taken and charges made directly or indirectly utilizing your passwords or other identifying mechanisms will be attributed to and legally bind you and, to the extent allowed by law, your agent. You should change password information immediately if you or an agent suspects that someone else has gained unauthorized access to it or if you want to withdraw authorization. Password information may be changed only by the user. You (and agents, if lawful) will be bound by uses of password information even if the person using it had no actual authority or acted in error or made an error. Accordingly, you agree, and agree to cause your agents, to protect password information as confidential information and to save it in an appropriate manner and place, prohibiting access by unauthorized users.

Termination of Access. NuFACTOR reserves the right to terminate the access of any user in order to remedy or prevent a breach of confidentiality of Personal Health Information.

User Responsibilities. You may not modify, adapt, alter, translate or make derivative works based on any software or other Services provided by NuFACTOR or Affiliates. You agree to provide accurate, current and complete information about yourself (including but not limited to contact and professional licensure information) as prompted by any registration form presented to you on the Site and to maintain and correct such information as appropriate, including when it appears in fields that are “pre-populated” with information previously supplied by you in any circumstance.

Special Agreements; Signatures. You also agree:

• that you will protect password information and prohibit access by unauthorized users.
• that the email address that you provide during registration (as updated by you from time to time) will be used for all communications regarding this Site and your Transactions and other activities on this Site.
• that clicking a button labeled “Confirm—Sign and Accept”, “Signature Confirmed-Submit” “Purchase”; “Complete Transaction”; “Sign and Submit Order”, “I agree” constitutes your signature and represents your intent to sign and be legally bound by the terms of the specific Transaction pursuant to the Agreement to Conduct Transactions Electronically, which is incorporated herein by this reference.
• that you will not upload or transmit any communications, content or code of any type that infringes or violates any rights of any party or that burdens, harms or interrupts Flu Vaccine Site performance.
• that you will not use the Flu Vaccine Site for any purpose in violation of local, state, national or international laws.
• that you will not use the Flu Vaccine Site as a means to distribute advertising or other unsolicited material to any third party.
• that you will not post material that is unlawful.
• that you will not impersonate another person or create any false records for yourself or others.
• that you will comply with the applicable requirements of any Internet site operated by an Affiliate, as well as such further limitations as may be set forth in any written or on-screen notice from any Affiliate.

Investigation of Violations. We may investigate any complaints or violation of these Terms of Service or our policies and take any action we deem appropriate under the circumstances to protect our systems, facilities, customers and/or third parties.

Disclosure Rights. In order to comply with applicable laws and governmental requests, and/or to protect our systems, facilities, customers and/or third parties, we may access and disclose any information we consider necessary or appropriate, including without limitation user profile information, IP addressing and traffic information, usage history, and content residing on our servers and systems. Further, we reserve the right to report any activity that we suspect violates any law or regulation to appropriate law enforcement officials or other appropriate third parties. In the event of any inconsistency between our right to disclose under this section and the terms of our or our Affiliates’ Privacy Policy, our right to disclose under the Privacy Policy will control.

No Waiver. The failure of any Affiliate to enforce any provisions of the Terms of Service or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any of its terms or conditions or to act with respect to similar breaches.

Privacy Statement. We know that your commercial and medical information is sensitive and confidential. The Flu Vaccine Site can best help you manage your purchasing, administration, and payment for Products and Services with accurate information. We take your privacy and your consumers’ privacy seriously and have taken the steps described in our Privacy Policy to reduce the possibility that anyone will access or intercept your information without your consent. Under several state laws, health information concerning HIV, mental health, sexually transmitted diseases, and certain other areas can receive enhanced protection. We encourage you to discuss with your legal counsel any concerns that you may have about the benefits and risks of including such information in the Site’s records. If you provide such information to us, you authorize us to store and transmit such information under the protections provided in our Privacy Policy.

Third Party Sites. The Flu Vaccine Site may contain links to other Internet sites or resources controlled or operated by Third Parties. NuFACTOR has no control over such Third Parties’ sites and resources. NuFACTOR is not responsible for or liable for any content, advertising, products or services or other materials on or available from such Third Parties’ sites. Thus, NuFACTOR SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE THROUGH OR ON SUCH THIRD PARTIES’ SITES.

Third Party Content. This Site may include information regarding the flu, flu vaccine, and infection prevention measures that are supplied by Third Parties. NuFACTOR believes that the providers of this content (e.g., the Centers for Disease Control and Prevention) are sufficiently authoritative sources of information of this kind and that their content can be provided to you as a service; however, NuFACTOR has no role in or responsibility for selecting and evaluating the content and you agree that receiving this information does not relieve you of your obligation to evaluate and interpret the information for the benefit of your consumers.

Shipping; Additional Freight Charges. FOB Destination - All orders are shipped at NuFACTOR’s expense, except for next day or emergency shipments at your request, which will result in the addition of freight charges to the order. By making such a request, you authorize us to charge the additional freight amounts to the same account used for the original order. Based on size and weight of shipments, NuFACTOR reserves the right to palletize and ship ground via common carrier.

Purchase for Administration Not Resale. The Products that you purchase through the Site will be used only for administration to consumers, and not for resale. You agree to be responsible for all communications with consumers and the independent exercise of medical judgment with respect to each consumer.

Your Representations and Warranties. YOU WARRANT, REPRESENT, AND COVENANT TO US THAT (A) YOU ARE A HEALTHCARE PROVIDER (INCLUDING WITHOUT LIMITATION A HOSPITAL, PHARMACY OR OTHER HEALTHCARE FACILITY, LICENSED AND IN GOOD STANDING IN THE STATE(S) IN WHICH YOU PRACTICE OR OPERATE WITH A VALID DEA REGISTRATION, STATE LICENSE, AND OR OTHER CERTIFICATION THAT AUTHORIZES YOU TO OBTAIN, POSSESS AND ADMINISTER FEDERALLY REGULATED VACCINE PRODUCTS; (B) YOU ARE NOT THE SUBJECT OF ANY DISCIPLINARY ACTION OR INQUIRY RELATING TO YOUR LICENSE OR CERTIFICATION; (C) YOU POSSESS THE LEGAL RIGHT AND ABILITY TO ENTER INTO THESE TERMS OF SERVICE; (D) YOU WILL USE THE FLU VACCINE SITE ONLY FOR LAWFUL PURPOSES AND IN ACCORDANCE WITH THESE TERMS OF SERVICE AND ALL APPLICABLE POLICIES AND AGREEMENTS; (E) YOU WILL BE RESPONSIBLE, FINANCIALLY, LEGALLY AND OTHERWISE, FOR ALL USE UNDER YOUR ACCOUNT AND/OR PASSWORD; (F) YOU HAVE VERIFIED OR WILL VERIFY THE ACCURACY OF MATERIALS DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES, INCLUDING, WITHOUT LIMITATION, CONTENT, DESCRIPTIVE CLAIMS, WARRANTIES, GUARANTEES, NATURE OF BUSINESS, AND ADDRESS WHERE BUSINESS IS CONDUCTED; AND (G) YOUR CONTENT DOES NOT AND WILL NOT INFRINGE OR VIOLATE ANY RIGHT OF ANY THIRD PARTY (INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS) OR VIOLATE ANY APPLICABLE LAW, REGULATION OR ORDINANCE.

Indemnification. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS NUFACTOR, ITS PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNEES, OFFICERS, DIRECTORS, AND THIRD PARTY COLLABORATORS, LICENSEES, CONTENT PROVIDERS AND EMPLOYEES OF ANY OF THE FOREGOING, FROM ANY CLAIMS, ACTIONS, DEMANDS, LIABILITIES OR SETTLEMENTS, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES, ARISING OUT OF, DUE TO, OR IN ANY WAY RELATED TO YOUR VIOLATION OF THE TERMS OF SERVICE, OR ANY THIRD PARTY'S USE OF YOUR PASSWORD OR FLU VACCINE ACCOUNT.

Disclaimed Warranties. AS BETWEEN YOU AND NUFACTOR RELATING TO THESE TERMS OF SERVICE AND THE SITE, (A) THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU, AND (B) THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE INFORMATION, OR AGAINST INFRINGEMENT.

Information Disclaimers. You acknowledge and expressly agree that we exercise no control over, and accept no responsibility for, the information passing through our host computers, network hubs and points of presence, or the Internet. ALL SERVICES AND INFORMATION PROVIDED HEREUNDER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, WE DO NOT MAKE AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE FLU VACCINE SITE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE FLU VACCINE SITE OR ANY PART THEREOF WILL MEET YOUR REQUIREMENTS, THAT ACCESS TO THE FLU VACCINE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE FLU VACCINE SITE OR ANY PART THEREOF WILL BE CORRECTED. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE FLU VACCINE SITE IS DONE AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, OR LOSS OF DATA THAT IN ANY WAY RELATES TO YOUR USE OF THE FLU VACCINE SITE OR ANY PART THEREOF.

Limitation/Exclusion of Liability. IN NO EVENT SHALL WE HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE FLU VACCINE SITE THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. WE SHALL HAVE NO LIABILITY WITH RESPECT TO OUR OBLIGATIONS UNDER THESE TERMS OF SERVICE OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT NEITHER NUFACTOR, NOR ITS CONTENT PROVIDERS, SUPPLIERS, NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR VIOLATION OF THE TERMS OF SERVICE OF THE FLU VACCINE SITE.

Exclusive Choice of Law and Forum. These Terms of Service are governed by the laws of the State of California, without respect to its conflict of law principles. By signing these Terms of Service, you irrevocably consent to the exclusive jurisdiction of the state and federal courts sitting in San Diego County, California. If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Service, which shall remain in full force and effect. No waiver of any of these Terms of Service shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Amendments and Revisions. NuFACTOR reserves the right to add, delete, modify or change the features, Terms of Service, and any policy or guideline incorporated by reference from time to time and in its sole discretion. Changes in the Terms of Service (“Amendments”) will apply to accounts and information that NuFACTOR or its Affiliates then have or obtain after the Amendment.

IF YOU DO NOT AGREE TO THE TERMS OF ANY AMENDMENT, DO NOT CONTINUE TO USE THE FLU VACCINE SERVICES. Your continued use of the Flu Vaccine Site following our posting of any Amendment will constitute your acceptance of any such Amendment.

Termination of Access. NuFACTOR may terminate your access to the Flu Vaccine Site at any time and at its sole discretion. If you violate any of these Terms of Service or if the agreement between NuFACTOR and your organization ends, your permission to use the Flu Vaccine Site Services automatically terminates. Further, you agree that NuFACTOR shall not be liable to you for any termination of your access to the Flu Vaccine Site. The following provisions survive the expiration or termination of these Terms of Service for any reason whatsoever: General Definitions, Information Disclaimers, Investigation of Violations, Indemnification, Disclaimed Warranties, Limitation/Exclusion of Liability, and Exclusive Choice of Law and Forum.

Representation of Authority. Each individual who enters his or her user name and password as a signature under the Signature Statement below thereby represents and warrants that he or she has the appropriate authority to bind the party on whose behalf he or she has signed, and that no further action is necessary to establish a binding agreement between the parties as to the matters addressed herein.

Privacy Policy

This privacy policy (the “Policy”) describes the information that FFF collects from and about our users when they use the Flu Vaccine Site. This information may include the following:

• Identity (first and last name, user name and password)
• Location (IP Address)
• Address
• Telephone and facsimile numbers
• State medical license and DEA registration number
• Business name, facility type, and practice specialty
• Email address
• Billing address
• Shipping address
• Consumer risk factor information (CDC prioritization guidelines)
• Type and quantity of flu vaccine you wish to order
• Specific delivery date preference
• Method of payment
• Service hours
• Availability (open appointment dates and times)

The Policy applies to the information we collect online but does not apply to information collected in different forums, including information collected offline. Please be sure to read this Privacy Policy before using or submitting information to the Flu Vaccine Site. The Policy may change from time to time, so please check back periodically. By signing electronically to confirm your registration, you agree to be bound by this Policy and you agree that accessing and using the Site and providing us with your information in the future renews your agreement to the terms of the Policy in force at that time.

The Site also facilitates collection of personal financial information, such as billing address, by our Affiliates who process certain financial transactions electronically. This information is provided directly to the Affiliate and no copies of this information are retained on equipment operated or controlled by NuFACTOR. Use and disclosure of personal financial information is governed by the Privacy Policy of the applicable Affiliate and you agree to look solely to the Affiliate and not to NuFACTOR to address any unauthorized access, use or disclosure of your personal financial information.

The following statements describe how NuFACTOR uses and protects the above information:

• NuFACTOR combines physical, technical and administrative safeguards to help prevent the loss, misuse or alteration of Personal Information and Personal Health Information under our control. In addition to its written policies and procedures, NuFACTOR employs physical and technical security measures to safeguard Transactions; Personal Information and Personal Health Information always are encrypted when sent via Internet channels, and reside on systems stored in facilities with controlled physical access.
• Except for circumstances where NuFACTOR is legally required to provide access to agents of governmental health oversight, public health, law enforcement, courts and judicial agencies, or other persons, only authorized NuFACTOR employees, agents contractors or Affiliates are permitted to access Personal Information and Personal Health Information. NuFACTOR requires all of its employees, agents, contractors and affiliates who access Personal Information and Personal Health Information to agree in writing to abide by this Policy, and subjects those who violate the Policy to disciplinary action, up to and including termination.
• We protect the integrity of data collected through the Flu Vaccine Site and stored on NuFACTOR systems by implementing security measures on operating systems, virus protection, using firewalls and intrusion detection, and by routinely monitoring electronic and physical access to our systems. We also have a plan in place to mitigate catastrophic risks and malicious attacks.
• The only information NuFACTOR obtains about an individual user to its Web Site is information supplied voluntarily by that user.
• NuFACTOR will not disclose a user’s Personal Information or Personal Health Information to anyone unless (a) the user indicates that NuFACTOR may do so; (b) as part of the Services requested through the Flu Vaccine Site; (c) as part of a sale merger or other change of ownership of any part of NuFACTOR’s business that includes the Flu Vaccine Site; or (d) the disclosure is required by law or legal process.
• NuFACTOR may share Non-Personally Identifiable Information and statistical information about its users as a group, such as usage habits, demographics and similar information that is stripped of components that NuFACTOR believes could permit direct identification or contact users ("Aggregate Information"), with any Affiliate.
• The Flu Vaccine Site uses Cookies during your online session to confirm that access to our Site is authorized, to control certain parameters of your communication session with our Site, and to facilitate any Transactions that you elect to engage in that are processed by an Affiliate. NuFACTOR will not use Cookies for advertising purposes.
• An IP address is a number assigned to your computer for accessing the Internet. All computer identification on the Internet is conducted with IP addresses, which allow computers and servers to recognize and communicate with each other. NuFACTOR collects IP addresses from firewall logs in order to conduct system administration, report aggregate information, to conduct retroactive intrusion detection analysis, and to conduct site analysis. If a user requests pages from the Flu Vaccine Site, NuFACTOR’s servers enter the user's IP address into a log. To maintain user privacy, NuFACTOR does not associate IP addresses with records containing Personal Information or Personal Health Information.
• Except as set forth herein, NuFACTOR will not disclose to unaffiliated companies any Personal Information or Personal Health Information about our users and customers or their consumers. Any Personal Information or Personal Health Information provided to Affiliates will be treated in accordance with the terms of this Policy.
• NuFACTOR requires users to register with NuFACTOR in order to access specific portions of the Flu Vaccine Site. Registration includes the collection of contact information such as user name and e-mail address. Registration information will be stored on secure servers behind a secure firewall. NuFACTOR’s policies, procedures, and physical and technical security safeguards apply to registration information in the same manner as other Personal Information.
• NuFACTOR may provide your contact information (e.g., address, telephone and facsimile numbers, business name, facility type and practice specialty) to an affiliate, for purposes of facilitating administration of Products purchased through the Site or responding to inquiries from consumers.
• NuFACTOR may change this Policy at any time by posting revisions to our Flu Vaccine Site. Your use of the Site constitutes acceptance of the provisions of this Policy and your continued usage after such changes are posted constitutes acceptance of each revised Policy. If you do not agree to the terms of this Policy or any revised policy, then please exit the Site immediately.
• NuFACTOR provides information about availability for professional services collected on the MyFluVaccine Network portion of the Site to its wholly owned subsidiary, NuFACTOR, Inc., a specialty pharmacy.  NuFACTOR publishes this information, along with information regarding the name, address and service hours of each Provider on a web site currently located at the url www. Myfluvaccineshot.com, which is designed to facilitate consumers’ selection of providers to administer and scheduling of appointments to receive flu vaccine
• If NuFACTOR or an Affiliate is required to provide notice of unauthorized access or other invasions of certain security systems, we will provide such notice either by posting a general notice to users on the Site or by sending notice to the contact email address that you have provided to us.

If at any time you believe that NuFACTOR has not adhered to these principles, please notify us at 800-843-7477 and NuFACTOR will use good faith efforts to promptly identify and correct any deviations from the standards described in this Policy.