MANAGEMENT SERVICES AGREEMENTPlease read all terms conditions contained in the agreement below. If you accept them, click the link at the bottom of the page to continue.
I understand and agree to retain the MyBioPharmacy Online Management Services ("Management Services") from Biopharma Scientific®, Inc. (BioPharma) as follows:
1. Responsibilities
I understand that patients can directly order BIOPHARMACY SCIENTIFIC products ("Products") from my personalized MYBIOPHARMACY ONLINE website ("My Website") via the Internet. For patients who are unwilling or unable to submit their orders directly via My Website, BioPharma will serve as an administrative service provider to my online store by taking orders via telephone and entering them via My Website for processing.
I acknowledge that I am the retail seller of the Products, and that I am selling the Products directly to my patients. BioPharma's sole responsibility is to record patient orders, notify patients of product availability, and complete the data entry functions for online ordering at My Website.
I acknowledge that as the retail seller of the Products, BioPharma, as manager, may collect any applicable sales tax on the Products. I agree to remain responsible and pay any other taxes or assessments (from whatever source) which may become due resulting from the sale of the Products.
I acknowledge that BioPharma may read the labeling information on any of the Products to patients upon the patient's request. However, I understand that BioPharma will not make any Product recommendations to patients, provide dosage or use recommendations to patients, or make any claims to the patients regarding effectiveness, safety or other Product characteristics.
I acknowledge that I am solely responsible for diagnosing, treating, and advising patients about diseases or other health conditions.
I understand that the laws and regulations applicable to health care providers frequently change and vary and from state to state, and that BioPharma cannot give me advice about federal, state, or local laws or regulations applicable to my health care practice or my profession.
I acknowledge that BioPharma encourages me to consult the legal counsel of my choice about laws and regulations that may apply to how I should operate My Website, what Products I can offer for sale on My Website, and whether any additional disclosures or disclaimers should be provided to patients prior to the sale of Products.
I acknowledge that BioPharma encourages me to check with my state licensing board and state associations as to any and all laws related to my practice and the sale and recommendation of nutritional products, and the sale of products over the Internet through client direct management programs.
2. Disclaimer
I understand that BioPharma will post the following disclaimer statement ("Disclaimer") on My Website and will also read it prior to taking Product telephone orders from my patients:
"_______________ (your name) has a financial interest in the sale of these nutritional products. You are not required to purchase nutritional products from your health care provider, and you can choose to purchase BioPharma Scientific products or similar products from another retailer of your choice. ______________ (your name) may advise you about the high level of quality and effectiveness of BioPharma brand products, so if you have any questions before making your purchase, please contact ___________ (your name) directly."
I understand that, if I am required by law or if my legal counsel advises me to modify or add to the Disclaimer, I will notify BioPharma immediately in writing.
I understand that BioPharma is not responsible for providing additional disclaimers or disclosures that may be required by state or local law unless I notify BioPharma in writing.
3. Release and Waiver of Liability.
In consideration for BioPharma's agreement to provide Management Services for My Website:
I release BioPharma from liability (including attorney fees) for any claims, actions, losses or damages against me.
I waive all rights of action against BioPharma and agree to release and hold BioPharma harmless from any actions against me or my affiliates for legal or regulatory violations or alleged violations.
4. Limitation of Liability
I understand that BioPharma will not be liable for indirect, special or consequential damages, or any loss of revenue, Net Collections or data in connection with this Agreement or My Website, even if I have been advised of the possibility of such damages.
5. Terms
I understand that the term of this Agreement will continue from the day of my acceptance until the written termination of Management Services with BioPharma.
I understand that BioPharma's acceptance of this Agreement is contingent on its receipt of my licensure, certification, or diploma as proof of my health professional status via fax or U.S. Mail.
I understand that BioPharma's acceptance of this Agreement will be signaled by email response to the address provided in my online application.
I understand that this Agreement may be terminated with or without cause by me or BioPharma at any time. To terminate this Agreement, I understand that written notice to the other at the specified address is required to terminate. My specified address was provided on my online application. BioPharma's specified address is 5375 Mira Sorrento Place, Suite 100, San Diego, CA 92121.
I understand that when this Agreement terminates, BioPharma will discontinue all of its Management Services and that BioPharma will retain sole right to all data from My Website in its fulfillment of Product orders but no confidential patient information.
I understand that the provisions of Sections 3 and 4 will continue in effect after termination of this Agreement.
I understand that, upon termination, all Net Collections will be paid to me within 10 business days, as will any payment I owe to BioPharma for Product returns or refunds.
6. Modifications
I understand that BioPharma may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on its website at www.biopharmasci.com.
I understand that, if any modification by BioPharma of this Agreement is unacceptable to me, my only recourse is to terminate this Agreement as explained in Section 5.
I understand that my continued use of Management Services after modifications to this Agreement will indicate my binding acceptance of the change(s).
7. Independent Investigation
I acknowledge that I have read this Agreement and agree to all its terms and conditions.
I understand that BioPharma may operate web sites that are similar to or compete with My Website on any terms it chooses.
I acknowledge that I have independently evaluated retaining Management Services from BioPharma and that I have not relied on any representation, guarantee or statement other than those contained in this Agreement.
8. Representations
I represent that I am a health professional certified by an accredited institution or duly licensed. If this Agreement is being entered by a legal entity instead of on an individual basis or if such legal entity has more than one licensed professional, each individual professional of the entity is submitting valid licenses in good standing in is or her state of licensure.
I understand that any falsification of my certification or license status will cause immediate termination of this Agreement and forfeiture of all payments due under this Agreement. I also understand that I will be required to reimburse BioPharma for any damage and expenses that it or its representatives incur in connection with harm to them from any misrepresentation by me.
If I am entering into this Agreement on behalf of a legal entity through which I provide my professional services, I represent that such entity has full power and authority to enter this Agreement and I am duly authorized on behalf of such entity to bind it. I also agree that although such entity may be the retail seller of the Products, the licensed professionals of such entity shall remain liable with respect to their responsibilities under this Agreement.
9. Permission
I acknowledge that when I recommend BioPharma's products to my clients, I may choose to inform them of My Website and the direct drop ship ordering method.
As a convenience to my patients, I give BioPharma permission to: collect payment for product, shipping, handling and taxes; ship the product direct to my patient; offer auto ship options to my patient; and forward to me the payment minus the costs associated with inventory and fulfillment,
10. Anti-SPAM Policy
We do not and will not tolerate the sending of unsolicited email messages and will prosecute all offenders to the fullest extent of the law. By agreeing to the terms and conditions of this agreement, you also agree to the following.
a) e-mails promoting MyBioPharmacy.com shall not contain or include a falsified sender domain name or falsified IP address;
b) e-mails promoting the MyBioPharmacy.com advertisements shall not be routed or relayed through servers that the sender does not have explicit authorization to use;
c) e-mails promoting the MyBioPharmacy.com advertisements shall not contain or include a false or misleading subject line that attempts to disguise or conceal the content of the e-mail;
d) all e-mails shall contain or include valid and responsive contact information of the sender, list manager or list owner; This includes your physical address.
e) no e-mails promoting MyBioPharmacy.com shall be sent for the purpose of harvesting the e-mail addresses in order to send future unsolicited e-mails;
f) all e-mails promoting MyBioPharmacy.com will be sent to individuals who have given you their "Affirmative Consent" as defined in Sec. 3.1 of the "CAN-SPAM Act of 2003" (viewable at GPOAccess.gov) which by its reference is incorporated into this document.
g) every e-mail promoting MyBioPharmacy.com advertisements shall contain a functioning return electronic mail address or other Internet-based mechanism clearly displayed that a recipient may use to submit in a manner specified in the message a reply electronic mail message or other form of Internet-based communication requesting not to receive future e-mail messages from you
h) you shall process any and all opt-out requests within 5 business days, or less of the request.
i) unless otherwise directed by MyBioPharmacy.com in writing, you shall not use MyBioPharmacy.com, or it's represented advertisers names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other MyBioPharmacy.comidentifying information in the originating or return e-mail address line, header or subject line of any e-mail transmission and that all e-mail transmissions shall contain language in the body and both the "from" line as well as the "re:" line that clearly announces that the offer embedded in the e-mail is being sent by you for the benefit of your users.
j) you agree and affirm to comply with all the rules and regulations set forth in the "CAN-SPAM Act of 2003" as well as all obligations and provisions herein.
11. Miscellaneous
I acknowledge that this Agreement will be governed by Nevada law, without reference to rules governing conflict of laws.
I understand that any dispute relating to this Agreement will be settled by binding arbitration following the rules of the American Arbitration Association. The venue for all disputes will be Clark County, Nevada, and I irrevocably consent to this jurisdiction.
I understand that I cannot assign this Agreement, by operation of law or otherwise, without BioPharma's prior written consent.
I understand that this Agreement will be binding and be enforceable against me, Biopharma, and our respective successors and assigns.
I understand that failure to enforce strict performance of any provision of this Agreement will not be considered a waiver of any right to subsequently enforce the provision.
I understand that this Agreement may be entered into by the legal entity through which I provide my health care services; provided
By clicking below, I agree that I have read this Agreement, I fully understand its terms, and that I intend to be legally obligated by it.
I accept these terms and wish to retain BioPharma's Management Services
