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Effective November 6, 2009
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 FFF 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).
Effective November 6, 2009
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. FFF 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 FFF), 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 FFF 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 FFF and You, including any entity that collaborates with FFF with regard to the Flu Vaccine Site.
“Transaction” has the same meaning as that word defined in the Agreement to Conduct Transactions Electronically.
“We”, “us” and "FFF" refer to FFF Enterprises, 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, FFF 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 FFF, 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 2006-2009 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. FFF 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.
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. FFF 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 FFF 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:
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.
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.
Third Party Sites. The Flu Vaccine Site may contain links to other Internet sites or resources controlled or operated by Third Parties. FFF has no control over such Third Parties’ sites and resources. FFF 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, FFF 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. FFF 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, FFF 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 FFF’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, FFF 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.
Representations and Warranties for Patients and Employers. YOU WARRANT, REPRESENT, AND COVENANT TO US THAT YOU POSSES THE LEGAL RIGHT AND ABILITY TO ENTER INTO THESE TERMS OF SERVICE AND YOU WILL BE RESPONSIBLE, FINANCIALLY, LEGALLY AND OTHERWISE, FOR ALL USE UNDER YOUR ACCOUNT, PASSWORD OR IDENTIFYING MECHANISMS.
Representations and Warranties for Healthcare Providers. 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 FFF, 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 FFF 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 FFF, 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. FFF 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 FFF 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 SITE. 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. FFF 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 FFF and your organization ends, your permission to use the Flu Vaccine Site Services automatically terminates. Further, you agree that FFF 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.