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Terms & Conditions

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Section 1: Introduction

The National Association of Boards of Pharmacy® (NABP®) platform, Pulse by NABP™ (Pulse), assists businesses in their compliance and operations and is offered free of charge to entities defined as trading partners under the Drug Supply Chain Security Act (DSCSA).

The Pulse Terms and Conditions (T&C) describe the obligations of the representative that creates or maintains a Pulse account (Representative). The T&C are effective upon Representative creating a Pulse account and will remain in force until terminated. By creating or maintaining a Pulse account, Representative agrees to comply with the T&C. Failure to comply with the T&C may result in termination of the Representative’s Pulse account and any future use of Pulse, as NABP determines appropriate.

The T&C may be updated from time to time at NABP’s sole discretion. Representative is expected to visit NABP’s website frequently to view the most up-to-date version of the T&C. The most up-to-date version of the T&C will apply to any dispute between Representative and NABP.

Section 2: Definitions

  1. Proprietary Content: any and all data within Pulse, or provided by NABP related to Pulse, used in the infrastructure, maintenance, operation, or design by NABP of Pulse, including but not limited to, platform documentation, technical know-how, source code, application programming interface documentation, trade secret, or similar technical data.
  2. Pulse: defined in Section 1.
  3. Pulse Funds: a purchased unit, which may be redeemed for paid services or features within Pulse.
  4. Pulse Points: synonymous with Pulse Funds.
  5. Representative Content: any and all data in Pulse sourced or validated exclusively by Representative or agents of Representative.
  6. Third-Party Content: any and all data in Pulse originally from an entity other than NABP or Representative. All Third-Party Content is obtained exclusively from primary sources or other Pulse account holders.
  7. T&C: defined in Section 1.
  8. Representative(s): defined in Section 1.

Section 3. Services

NABP agrees to provide access to Pulse and the included services free of charge, unless stated otherwise within Pulse. Pulse is intended to simplify trading partner business processes and assist with compliance efforts within the pharmaceutical supply chain.

NABP agrees to provide Representative Content and Third-Party Content within Pulse as it was received by NABP from its original source but cannot guarantee the accuracy of the information received.

NABP harmonizes and matches disparate Third-Party Content through proprietary internal processes that include utilization of Representative Content. Representative acknowledges that any harmonization effort is inherently imperfect. NABP agrees to improve and fix any data harmonization issues after NABP is made aware of them.

Section 4. Representative Responsibilities

For avoidance of doubt, Representative acknowledges that each of the following responsibilities is effective immediately upon creating a Pulse account:

  1. Representative agrees to comply with all applicable laws and regulations in relation to performance under the T&C.
  2. Representative agrees to securely store and not disclose or share Pulse sign in credentials, multifactor authentication codes, profile activation keys, and account recovery pins.
  3. Representative agrees that it will attempt to keep any provided Representative Content accurate and current.
  4. Representative agrees that it will not engage in unauthorized malicious behavior, including but not limited to, denial of service attacks, sharing/deploying/spreading viruses/worms/Trojan horses, deploying malicious code, database content injections, or other malware when interacting with Pulse or NABP’s digital properties or computer infrastructure.
  5. Representative agrees to adhere to the NABP Terms of Use that are published on its website. NABP may update the NABP Terms of Use without notice.
  6. Representative agrees to assume sole responsibility for any decisions made or actions taken based upon the information it obtained through Pulse.
  7. Representative is solely responsible for any use of its credentials and account within Pulse.
  8. Representative agrees to accept emails, text messages, or other electronic communications from NABP via Representative’s sign in information (Representative’s email and phone number). Representative further agrees that NABP may provide any and all notices, statements, and other communications through e-mail, phone, text messages, or via the pulse.pharmacy website.
  9. Representative will not provide any Representative Content unless Representative has all required disclosure authorizations from rights holders. Moreover, Representative acknowledges that most Representative Content provided is intended to be shared and used in accordance with Section 5 and as designated in the user experience.
  10. Representative agrees it will not directly or indirectly reverse engineer, decompile, disassemble, re-manufacture, modify, create derivative works, or otherwise attempt to discover or misappropriate any NABP intellectual property, including without limitation the source code, object code or underlying structure, ideas, or algorithms of Pulse or any NABP application, software, documentation, or Proprietary Content. Representative agrees that it will not rent, lease, distribute, pledge, assign, or otherwise transfer Representative’s account or encumber NABP’s rights. Representative agrees that it will not remove any proprietary notices, marks, or labels. Representative represents, covenants, and warrants that it will use Pulse only in compliance with the T&C then in effect, and all applicable laws (including but not limited to policies and laws related to spam, privacy, intellectual property, consumer and child protection, obscenity, or defamation).

Section 5. Data or Information Use and Restrictions

  1. Representative agrees to use data or information, other than Representative Content, obtained through Pulse as described in the T&C and in accordance with the law.
  2. Representative may only use data or information, other than Representative Content, obtained through Pulse for its own compliance or business purposes.
  3. Representative may not share or distribute data or information, other than Representative Content, obtained through Pulse, except in limited instances to demonstrate or maintain compliance in accordance with the law.
  4. Representative shall not, directly or indirectly, sell or attempt to transfer ownership of the data or information, other than Representative Content, obtained through Pulse.
  5. Representative may download/export files where clearly indicated by the Pulse user interface.
  6. Representative agrees that it shall not directly or indirectly solicit, or attempt to solicit, others by using data or information other than Representative Content, obtained through Pulse. This non-solicitation provision explicitly covers all forms of oral, written, or electronic communication, including, but not limited to, communication by email, regular mail, express mail, telephone, fax, or instant message. This provision is not intended to restrict Representative’s actions towards others with data or information obtained from a source other than Pulse.
  7. For avoidance of doubt, Representative agrees to seek and receive written permission from NABP before engaging in any activity where reasonable interpretations of the T&C, or the intent of the T&C, could differ before engaging in activity that may violate the T&C.
  8. Representative acknowledges that any other use, copying, publication, transmission, display, downloading, or distribution of any portion of the data or information in Pulse is prohibited, including but not limited to the use of any spider, scraping, crawler or any automatic collection method without the prior written consent of NABP.
  9. NABP has made access to Pulse available as an application programming interface (API). If Representative wishes to access Pulse using the API, Representative acknowledges that an amendment to the T&C is necessary.
  10. NABP may use any and all provided Representative Content at any time, including after termination of the T&C, at no cost to NABP, and without any restrictions except in accordance with the law and as otherwise set forth in the T&C.
  11. Representative grants NABP a non-exclusive, transferable, sub-licensable, perpetual, worldwide, and royalty-free license to host, use, distribute, modify, copy, publicly perform or display, translate, and create derivative works of any provided Representative Content.
  12. NABP will only publish or distribute non-aggregated Representative Content to provide services in Pulse or in conjunction with Pulse and other related services offered by NABP.

Section 6. Intellectual Property – License

  1. If NABP seeks to use Representative’s trademarks for any purpose, it will obtain prior written approval of Representative.
  2. Subject to compliance with the T&C and applicable amendments, NABP hereby grants Representative a non-exclusive, non-transferable, non- sublicensable, revocable, royalty-free, license to permit access and use of Pulse solely as permitted under the T&C. Any other use of Pulse, Pulse-related trademark(s), or any other NABP-owned trademarks is prohibited without the prior express written consent of NABP. All title and intellectual property rights in and to Pulse are owned by NABP, and all rights not expressly granted under the T&C are specifically reserved to NABP and/or its suppliers or licensors.
  3. By using Pulse, Representative, Representative’s organization, and the organization’s employees, affiliates, contractors, and agents agree to be bound by the T&C.
  4. Representative shall not assign, transfer, sublicense. lease, rent, or share any license granted under the T&C. No portion of the T&C creates an intellectual property right or interest in any Proprietary Content associated with Pulse or NABP’s other offerings.
  5. Representative shall not take any action that jeopardizes NABP’s and any of its licensors’ proprietary rights, including without limitation, altering or removing any patent, copyright, or trademark notice.
  6. Representative will do nothing to interfere with NABP’s efforts to claim, generate, or protect its intellectual property or Propriety Content.

Section 7. Term & Termination Events

  1. If NABP determines that Representative, Representative’s organization, and the organization’s employees, affiliates, contractors, and agents violated or are in violation of the T&C, NABP will immediately terminate the T&C upon the date of NABP’s notification of termination to Representative.
  2. If NABP determines that Representative’s account has become inactive, NABP will provide at least 30 days’ notice via email for Representative to demonstrate activity before terminating the T&C and providing notification of termination to Representative.
  3. If NABP discontinues the Pulse platform, NABP shall make a good faith effort to provide at least thirty (30) calendar days’ notice of the discontinuation.
  4. Representative may terminate the T&C by giving NABP at least 30 days’ written notice via email to NABP at info@pulse.pharmacy. The notice must come from the email address associated with the Pulse account and must be responsive to a request to confirm the termination.

Section 8. Effect of Termination

  1. Upon termination Representative’s account will be deactivated and disassociated with any existing profiles within Pulse.
  2. All licenses and rights granted to Representative to access or use Pulse and related services cease and Representative will immediately cease using Pulse and related services.
  3. If NABP has terminated Representative’s account due to a determination that Representative violated or is in violation of the T&C, Representative shall be prohibited from using Pulse for any purpose until and unless NABP has lifted the prohibition in writing. Written claims that NABP’s determination is clearly erroneous and without any basis in fact may be sent to the following email, disputes@nabp.pharmacy. NABP retains sole discretion to resolve whether its determination was clearly erroneous and without any basis in fact.
  4. Subsequent to termination, NABP and Representative use of data and information shall be governed under Sections 5 which survives the termination of these T&C.

Section 9. Purchase and Payment

  1. Representative may purchase Pulse Funds in Pulse to pay for additional value-added services.
  2. Pulse Funds are non-refundable and have no cash value.
  3. While some entities may wish to make alternative arrangements to purchase Pulse Funds, Representative agrees that it will not require NABP to register with or receive payment through a third-party payment processor or vendor management system, such as SAP Ariba.
  4. Redemption values, Pulse Funds pricing, and terms may change. The most up-to-date information is available in Pulse.

Section 10. Ownership of Data and Information

NABP owns all rights, title, and interest in and to any information, technology, or intellectual property (including patent, copyright, trade secret rights, mask work rights, trademark rights, sui generis database rights and any other rights throughout the world) that may be provided by or on behalf of NABP to Representative, including but not limited to, Proprietary Content, Pulse technology, Pulse services, and trademarks (collectively, “Pulse IP”). Representative agrees that it will not apply for, seek, or obtain any registrations based on or relating to any Pulse IP, including but not limited to, patents that have claims based upon or incorporating any Pulse IP or any information of NABP, or that constitutes improvements or extensions based on or relating to any Pulse IP or any information of NABP. Representative shall and hereby does assign to NABP, all rights, title, and interest in and to any and all information, ideas, product development, inventions, research, computer programs and software, know-how, trade secrets, proprietary information, documents, data, developments, discoveries, improvements, modifications, technology, algorithms, system architecture, and any preliminary drafts, sketches, variations or designs thereof, whether patentable or copyrightable, made, conceived, expressed, developed, or actually or constructively reduced to practice, in whole or in part, by the Representative, solely or jointly with others, in connection with Pulse IP and all intellectual property rights related thereto.

Representative acknowledges and agrees that any automation, commercialization, unauthorized harvesting, or use of data from Pulse in contravention of Section 5 of the T&C is easily avoidable by Representative and would cause foreseeable and immediate harm to NABP, and monetary damages would not be a sufficient remedy for any such breach. Representative acknowledges that in the event of a dispute over Representative’s use of Pulse, Proprietary Content, or Pulse data or information, NABP shall be entitled to pursue equitable relief, including, without limitation, injunction, either temporary and/or permanent, as a component of a remedy for any breach or threatened breach, and that Representative shall not oppose the granting of such relief. Representative further agrees not to raise, as a defense or objection to the request for or granting of such relief, that a breach would be compensable by an award of money damages. Representative agrees to waive, and to use best efforts to cause its agents to waive, any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not be deemed to be the exclusive remedies available to NABP for any breach or threatened breach of the T&C by Representative but shall be in addition to any and all other remedies available at law or in equity.

Section 11. Limitation of Liability

IN NO EVENT WILL NABP BE LIABLE TO REPRESENTATIVE 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 PULSE OR THE 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 USE OF PULSE OR THE T&C, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WILL BE THE TOTAL FEES PAID BY REPRESENTATIVE TO NABP FOR PULSE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST CLAIM.

Section 12. Indemnification

Representative agrees to indemnify, defend, 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 Representative or Representative’s employees, agents, contractors, officers, and directors to comply with the T&C; (b) the sale, offer to sell, or provision of any product or service of or by Representative or any of Representative’s Affiliates; or (c) the operations, or activities of Representative or any of Representative’s Affiliates. Representative’s indemnification and defense obligation will survive the Termination of the T&C.

Section 13. Miscellaneous

  1. Good Faith. Representative will engage in the use of Pulse 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 Representative’s use of Pulse, retaliating against an individual for communicating with NABP, and disputing fees paid by credit card.
  2. Assignment. The T&C are not assignable by Representative. NABP may assign these T&C to a subsidiary or successors, who will have all rights and responsibilities inherent to NABP as indicated by the T&C as granted by NABP.
  3. Entire Agreement. The T&C 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 the terms of the T&C, any Letter of Intent, or any Product Verification Service/Verification Router Service agreement, the terms of the T&C will control.
  4. Independent Contractors. Nothing in the T&C will be construed to create a joint venture, partnership, or an employee-employer or agency relationship between Representative and NABP.
  5. Authority. Representative agrees that it is binding itself and any organization it acts on behalf of, or appears to act on behalf of, to these T&C, and has the authority to so bind.
  6. 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 the T&C. All provisions contained in the T&C will extend to and are binding on Representative and Representative’s respective successors and assigns. Representative 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.
  7. Headings. The headings contained in the T&C are for the purpose of convenience only and are not intended to define or limit the contents of the provisions contained therein.
  8. No Third-Party Beneficiaries. Except as otherwise specified in the T&C, no individual or entity other than NABP and Representative has any rights or remedies under the T&C.
  9. Severability. 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 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 the T&C will remain valid and enforceable.
  10. Waiver. 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.
  11. Survival. The terms of the 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 Sections 5 (Data or Information Use and Restrictions), 6 (Intellectual Property), 8 (Effect of Termination),10 (Ownership of Data and Information), 11 (Limitation of Liability), 12 (Indemnification), and 13 (Miscellaneous).

Last Updated: July 22, 2024